Banxa Bolsters Board with Tony G and Enters into Agreement to Mutually Terminate Arrangement Agreement

Toronto, Ontario--(Newsfile Corp. - February 18, 2025) - Banxa Holdings Inc. (TSXV: BNXA) (OTC Pink: BNXAF) (FSE: AC00) ("Banxa" or the "Company") announced today that, effective February 18, 2025, the Company and 1493819 B.C. Ltd. (the "Purchaser"), being the private company formed by Zafer Qureshi and Holger Arians, the co-Chief Executive Officers of Banxa, to pursue the previously announced management-led going-private transaction involving Banxa, have entered into a termination agreement that mutually terminates the arrangement agreement entered into by the Company and the Purchaser on December 19, 2025, as amended (the "Arrangement Agreement"). Other than with respect to certain transaction costs which are subject to reimbursement by the Company in favour of the Purchaser, the termination is without liability or cost to either party (including with respect to the payment of any break fees).

As a result, the previously announced special meeting of the shareholders of Banxa, scheduled for February 25, 2025, is cancelled.

Among other things, the decision to mutually terminate the Arrangement Agreement heeds the overwhelming sentiment expressed by Banxa securityholders in recent weeks that Banxa should remain a public company.

Further to the Company's news release dated February 4, 2025, the decision also follows from the inability of the Company and Exodus Movement, Inc. to expeditiously settle and execute an amended and restated arrangement agreement on mutually agreeable terms (following the expiry of the Purchaser's right to match period at 5:00 p.m. (Vancouver time) on February 10, 2025).

Richard Wells, the Chair of the Special Committee, said, "We entered into the Arrangement Agreement with the Purchaser on December 19, 2024 believing that it was in the best interests of Banxa and would deliver value to our shareholders. During the course of the subsequent 43-day go-shop period, the Special Committee, working together with its external advisors, ran a comprehensive market canvass in which more than 120 potential buyers (including numerous strategics) were solicited. The decision to remain a public company is the culmination of this extensive process."